8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 08, 2004

VIRGINIA FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Virginia	000-22283	54-1829288
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

102 S. Main Street, Culpeper, Virginia 22701

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (540) 829-1633

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Appointment of Chief Operating Officer. On September 8, 2004, Virginia Financial Group, Inc. appointed Litz H. Van Dyke to serve as Executive Vice President and Chief Operating Officer, effective September 27, 2004.

Prior to joining Virginia Financial Group, Inc., Mr. Van Dyke served as Executive Vice President and Chief Operating Officer of FNB Corporation and as President and Chief Executive Officer of First National Bank, both in Christiansburg, Virginia. From February 1999 to December 2002, he served as Executive Vice President of FNB Corporation and First National Bank, and served as Senior Vice President/Commercial Loans of First National Bank prior to February 1999. Mr. Van Dyke is a 1986 graduate of Hampden-Sydney, Stonier Graduate School of Banking and The VBA School of Bank Management. Mr. Van Dyke also serves as a director for the Virginia Association of Community Banks and as a director of the Banker’s Insurance, LLC.

The material terms of Mr. Van Dyke’s employment agreement and other material terms of his employment with the Company are currently being negotiated and will be disclosed in a subsequent Form 8-K.

On September 9, 2004, the Company issued a press release announcing Mr. Van Dyke’s appointment. A copy of the press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit
99.1	Virginia Financial Group, Inc. press release dated September 9, 2004.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VIRGINIA FINANCIAL GROUP, INC.
By:	/s/ Jeffrey W. Farrar
	Jeffrey W. Farrar
	Executive Vice President
	and Chief Financial Officer

September 13, 2004

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EXHIBIT INDEX

Exhibit
99.1	Virginia Financial Group, Inc. press release dated September 9, 2004.

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EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

Contact:

Jeffrey W. Farrar

Executive Vice President and CFO

(540) 829-1603

farrarj@vfgi.net

Virginia Financial Group Announces Addition of Chief Operating Officer

CULPEPER, VA, September 9, 2004 — Virginia Financial Group, Inc. (NASDAQ: VFGI) announced today that it has hired Litz H. Van Dyke as Executive Vice President and Chief Operating Officer.

“We are pleased to have Litz Van Dyke join our management team” said O.R. Barham, Jr., President and Chief Executive Officer of Virginia Financial Group, Inc. (VFG). “Litz has played a key role in FNB Corporation’s success. As Chief Operating Officer of VFG, he will provide additional bench strength to our growing franchise.”

Litz had previously served as Executive Vice President and Chief Operation Officer of FNB Corporation in Christiansburg, Virginia. He is a native of Tazewell, Virginia and a 1986 graduate of Hampden-Sydney (Cum Laude with a BA in Economics), Stonier Graduate School of Banking and The VBA School of Bank Management. Litz also serves as a director for the Virginia Association of Community Banks and a director of the Banker’s Insurance, LLC.

VFG is one of the largest Virginia based community bank holding companies. It is the parent company for Planters Bank & Trust Company of Virginia – in Staunton; Second Bank & Trust – in Culpeper; Virginia Heartland Bank – in Fredericksburg and Virginia Commonwealth Trust Company – in Culpeper. The Company is a traditional community banking provider, offering a

full range of business and consumer banking services including trust and asset management services via its trust company affiliate. The organization maintains a network of thirty-seven branches serving Central and Southwest Virginia. It also maintains five trust and investment service offices in its markets, and loan production offices located in Charlottesville and Lynchburg.

Statements made in this release relating to the company’s future prospects and performance are “forward-looking statements” that are subject to risks and uncertainties, both known and unknown, that could cause actual results to differ materially from those expressed or implied by such statements. Factors that could have a material adverse effect on the operations and future prospects of the company include, but are not limited to, changes in: interest rates, general economic conditions, the legislative/regulatory climate, monetary and fiscal policies of the US Government including policies of the US Treasury and the Board of Governors of the Federal Reserve System, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the company’s market area, and accounting principles, policies, and guidelines. The information provided in this release is provided only as of the date of this release, and the company undertakes no obligation to update any forward- looking statements made herein.

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